EXHIBIT C
Conformed Copy
CONTRACT OF PLEDGE OF SHARES
Dated June 23, 2000
between
THE "BEE LINE" NON-PROFIT FUND
and
TELENOR EAST INVEST AS
TABLE OF CONTENTS
1. Definitions; Interpretations; Appendices........................... 1
1.01 Definitions.................................................. 1
1.02 Interpretation............................................... 3
1.03 Appendices................................................... 4
2. Acknowledgement of Indebtedness.................................... 4
3. Pledge............................................................. 5
3.01 Pledge....................................................... 5
3.02 Warranty..................................................... 5
4. Effectiveness of the Pledge........................................ 5
5. Duties of the Pledgor.............................................. 6
5.01 Duties....................................................... 6
5.02 Rights....................................................... 8
6. Rights of Lender................................................... 8
7. Proceeds........................................................... 8
8. No Liability....................................................... 9
9. Actions Required to be Taken in Respect of Pledge.................. 9
10. Additional Assurances.............................................. 10
10.01 Upon a Change in Law......................................... 10
10.02 Other Circumstances.......................................... 10
11. Obligations under Contract......................................... 10
12. Change of Name..................................................... 11
13. Right to Secured Obligations....................................... 11
14. Notices............................................................ 12
15. Effectiveness; Termination......................................... 13
16. Indebtedness; Nature of Rights..................................... 13
16.01 Evidence of Indebtedness..................................... 13
16.02 Supplementary Nature of Rights; Waiver of Rights............. 13
17. Applicable Law..................................................... 14
18. Arbitration and Jurisdiction....................................... 14
19. Counterparts....................................................... 15
Appendices
Appendix 1 - Pledged Shares
Appendix 2 - Pledge Order
CONTRACT OF PLEDGE OF SHARES
Concluded on June 23, 2000 in the City of Moscow between:
THE "BEE LINE" NON-PROFIT FUND, a charitable organization organized and existing
under the laws of the Russian Federation (the "Pledgor"); and
TELENOR EAST INVEST AS, a corporation organized and existing under the laws of
Norway, as lender under the Loan Agreement referred to below and as pledgee
hereunder (the "Lender").
WITNESSETH
WHEREAS, the Lender and the Borrower (as hereinafter defined) have entered
into the Working Capital Bridge Facility dated as of June 23, 2000 (the "Loan
Agreement") providing for the making of loans by the Lender to the Borrower in
an aggregate principal amount of up to US$50,000,000;
WHEREAS, it is a condition precedent to the making of loans by the Lender
under the Loan Agreement that the Pledgor shall have executed and delivered this
Contract; and
WHEREAS, the Pledgor is a significant shareholder of the Borrower and
wishes to assist the Borrower in connection with its efforts to obtain working
capital from the Lender;
NOW, THEREFORE, to induce the Lender to enter into the Loan Agreement and
to make loans thereunder, for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Pledgor and the Lender
agree as follows:
1. Definitions; Interpretations; Appendices
1.01 Definitions
-----------
As used herein, the following terms shall have the following meaning:
"Affiliate" shall mean, with respect to any Person, any other Person,
directly or indirectly, controlling, controlled by, or under common control
with, such Person.
"Borrower" shall mean Open Stock Company "Vimpel-Communications", an open
joint stock company, organized and existing under the laws of the Russian
Federation and located at ▇▇-▇▇, ▇▇. ▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, Russian
Federation.
"Business Day" shall mean a day other than a Saturday, a Sunday or any day
on which banks located in Moscow, Russia, Oslo, Norway, New York, New York or
the jurisdiction of organization of any Seller, are authorized or obliged to
close.
"Contract" shall mean this Contract of Pledge of Shares.
"Event of Default" shall have the meaning specified in the Loan Agreement.
"Governmental or Regulatory Authority" shall mean any court, tribunal,
arbitrator, legislature, government, ministry, committee, inspectorate,
authority, agency, commission, official or competent authority of the Russian
Federation, any other country or any state, as well as any county, city or other
political subdivision of any of the foregoing.
"Guarantee" shall mean the Guarantee Agreement dated as of June 16, 2000
between the Borrower and the Lender.
"Law on Pledge" shall mean the Law on Pledge of the Russian Federation No.
2872-1 dated 29 May 1992 and Articles 334-358 of the Civil Code of the Russian
Federation dated 21 October 1994.
"Loan Agreement" shall have the meaning specified in the first recital
hereto.
"Maturity Date" shall have the meaning specified in Section 2(a)(i).
"Means of Securing Obligations" shall mean any method of securing
obligations, including, without limitation, by way of mortgage, charge, pledge,
possessory lien, right of set-off of obligations or any other method in
accordance with the law of any state or government, the agreement of the parties
or otherwise.
"NRC" shall mean the Russian closed joint stock company National Registry
Company (Natsionalnaya Registratsionnaya Kompaniya), the duly appointed
shareholder registrar of the Borrower or any other successor thereto.
"Person" shall mean any natural person, corporation, general partnership,
single partnership, limited partnership, proprietorship, other business
organization, trust union, association or Governmental or Regulatory Authority,
whether incorporated or unincorporated.
"Pledge" shall mean the pledge created pursuant to Section 3.01, which is a
pledge of rights.
"Pledge Order" shall mean a pledge order in the form attached as Appendix
2.
"Pledged Shares" shall mean all of the shares listed and described in
Appendix 1, any and all of the rights under or in relation to the shares listed
and described in Appendix 1, and any shares received in exchange for such shares
or representing an in-kind dividend on such shares.
"Primary Agreement (Financing Vehicles)" shall mean the Primary Agreement
(Financing Vehicles) dated as of June 23, 2000 between Telenor East Invest AS,
VimpelCom Finance B.V and other Persons party thereto from time to time.
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"Relevant Pledged Shares" shall mean, as of the date of any payment of
dividends, vote of the shareholders of the Borrower or sale of Pledged Shares
contemplated by Section 6, such number of Pledged Shares as is equal to the
product of (a) the aggregate number of the Pledged Shares on such date
multiplied by (b) a fraction, the numerator of which is the aggregate amount of
the Secured Obligations on such date and the denominator of which is
US$50,000,000.
"Secured Obligations" shall mean the sum (without duplication) of:
(a) loans made to the Borrower from time to time in the aggregate
principal amount of up to US$50,000,000, which shall be repaid by the Borrower
on the earlier of the Initial Maturity Date (as defined in the Loan Agreement)
and January 27, 2001, subject to the terms and conditions of the Loan Agreement;
(b) a loan made to the Borrower pursuant to Section 3.02(d) of the Loan
Agreement in an amount equal to the amount of the proceeds of the Lender's
demand under the Citibank Guarantee (as defined in the Loan Agreement), which
shall be repaid by the Borrower on the earlier of the Initial Maturity Date (as
so defined) January 27, 2001, subject to the terms and conditions of the Loan
Agreement;
(c) a structuring fee of US$200,000 and facility fee of US$600,000, each
payable on the earlier of the Initial Maturity Date (as defined in the Loan
Agreement) and January 27, 2001, subject to the terms and condition of the
Loan Agreement;
(d) interest, including default interest, as set forth in the Loan
Agreement;
(e) any other fees, charges, penalties and damages incurred by the Lender
in connection with the enforcement of the Loan Agreement;
(f) any losses, penalties, fees, costs and damages incurred by the Lender
in connection with (i) any failure by VimpelCom Finance B.V. or any other
Affiliate of the Borrower to perform any of its obligations under the Primary
Agreement and the enforcement by the Lender of any of its rights thereunder or
(ii) any failure by the Borrower to perform any of its obligations under the
Guarantee and the enforcement by the Lender of any of its rights thereunder; and
(g) the obligations of the Pledgor to the Lender under this Contract, and,
where the context so requires, references to Secured Obligations shall include
references to any such obligations.
"UNCITRAL Rules" shall have the meaning specified in Section 19(a).
1.02 Interpretation
--------------
Unless the context of this Contract otherwise requires, the following rules
of interpretation shall apply to this Contract:
(a) the singular shall include the plural, and the plural shall include
the singular;
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(b) words of any gender shall include each other gender;
(c) the words "hereof", "herein", "hereby", "hereto" and similar words
shall refer to this entire Contract and not to any particular Section or any
other subdivision of this Contract;
(d) a reference to any Section or Appendix shall constitute a reference
to a specific Section of, or Appendix to, this Contract;
(e) a reference to any law, statute, regulation, notification or
statutory provision shall include any amendment, modification or re-enactment
thereof, any regulations promulgated thereunder from time to time, and any
interpretations thereof from time to time by any regulatory or administrative
authority;
(f) a reference to any agreement, instrument, contract or other document
shall include any amendment, amendment and restatement, supplement or other
modification thereto;
(g) a reference to any Person shall include such Person's successors and
permitted assigns under any agreement, instrument, contract or other document;
(h) whenever this Contract refers to a number of days, such number shall
refer to calendar days unless Business Days are specified; and
(i) the headings used in this Contract have been inserted for convenience
of reference only and do not define or limit the provisions hereof.
1.03 Appendices
----------
The Appendices shall constitute an integral part of this Contract.
2. Acknowledgement of Indebtedness
(a) The Pledgor acknowledges (without thereby becoming a guarantor or
surety in respect thereof) that the Borrower has agreed to:
(i) repay to the Lender the aggregate principal amount of the loans (in
an aggregate amount of up to US$50,000,000) and interest thereon and fees, under
and in accordance with the Loan Agreement, on or before the earlier of the
Initial Maturity Date (as defined in the Loan Agreement) and January 27, 2001
(the "Maturity Date"); and
(ii) to perform all of its obligations to the Lender arising from time to
time (either before or after the demand of the Lender for payment) under the
Loan Agreement and the Guarantee.
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(b) The Pledgor acknowledges (without thereby becoming a guarantor or
surety in respect thereof) that VimpelCom Finance B.V. and the other Affiliates
of the Borrower party to the Primary Agreement have agreed to perform all of
their respective obligations to the Lender arising from time to time (either
before or after the demand of the Lender for payment) under the Primary
Agreement.
3. Pledge
3.01 Pledge
------
As security for the prompt payment in full when due of the Secured
Obligations, the Pledgor hereby pledges the Pledged Shares and all rights in, to
and under the Pledged Shares (whether now owned by the Pledgor or hereinafter
acquired and whether now existing or hereafter coming into existence) to the
Lender in accordance with the Law on Pledge. Prior to the date of any
enforcement by the Lender of its rights under Section 7, the Pledged Shares
shall be held in the name of the Pledgor on the share register of the Borrower
maintained by NRC.
3.02 Warranty
--------
The Pledgor represents and warrants to the Lender that:
(a) The Pledged Shares are not the subject of any Means of Securing
Obligations for the benefit of any Person other than the Lender;
(b) no demand has been made by any Person in relation to the Pledged
Shares;
(c) by virtue of this Contract, the Lender is the pledgeholder of first
ranking with respect to the Pledged Shares, and when the Pledge is registered in
accordance with Section 4 the Pledge will be enforceable against third parties;
(d) the Pledgor has not taken any action to dispose of any of its
interest in the Pledged Shares; and
(e) the Pledgor has (or will have by the date on which the Pledge becomes
registrable and enforceable as described in Section 4) obtained all corporate
approvals and all approvals, consents and licenses of all Governmental and
Regulatory Authorities required or necessary for this Contract to constitute the
legal, valid and binding obligation of the Pledgor, enforceable against the
Pledgor in accordance with its terms and effective to create the Pledge.
4. Effectiveness of the Pledge
(a) The Pledge shall be (i) registrable by the Lender delivering to NRC a
Pledge Order duly executed by the Pledgor on the earlier of: (A) the Maturity
Date and (B) the date of the occurrence of an Event of Default and (ii) fully
enforceable by the Lender in accordance with the terms hereof from and after the
earlier of such dates. Notwithstanding the foregoing, all other provisions of
this Contract shall become effective upon its signing by the Parties.
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(b) The Pledge shall be without prejudice and in addition to any other
Means of Securing Obligations whatsoever which may be held by the Lender or
granted to the Lender by the Pledgor or the Borrower or any other Person for or
in respect of all or any part of the Secured Obligations; and the charges,
covenants and provisions contained herein shall remain in force as continuing
security for the Lender until all of the Secured Obligations have been paid and
performed in full. When the Secured Obligations have been paid and performed in
full to the satisfaction of the Lender (in its sole discretion), the Lender
shall, upon the request of the Pledgor, issue an absolute and unconditional
release of the Pledge.
5. Duties and Rights of the Pledgor
5.01 Duties
------
Until the Secured Obligations have been paid and performed in full and the
Pledgor has been released by the Lender from its obligations hereunder, the
Pledgor shall:
(a) not use the Pledged Shares as a Means of Securing Obligations, nor
create, or permit to be created, any Means of Securing Obligations (in each
case, irrespective of the ranking thereof), any trust or any other right of
demand with respect to or in connection with the Pledged Shares, whether by
virtue of law or any other legally binding act or by virtue of a contract for
the benefit of any Person other than the Lender;
(b) not, without the prior written consent of the Lender, transfer any
rights in or otherwise alienate any of, or terminate its management of, the
Pledged Shares or perform any action leading to or which might lead to the
transfer of any rights in or the alienation or termination of the management of
the Pledged Shares by the Pledgor or to the termination or change of any rights
of the Pledgor to the Pledged Shares;
(c) make payment without delay and to ensure the payment of all taxes,
duties, obligatory payments for authorizations, rights and licenses granted,
registration payments and duties, insurance payments, and also any other
payments calculated in connection with or relating in any way to the Pledged
Shares, and at first demand to provide certificates and evidence to the Lender
of all of such payments having been made;
(d) immediately inform the Lender in writing of any and all notices or
information received by the Pledgor concerning:
(i) the obligatory acquisition by any Person of all or any of the Pledged
Shares or the obligatory transfer to any Person of ownership of all or any of
the Pledged Shares;
(ii) the obligatory termination of or any restriction of any nature on the
payment of dividends on all or any of the Pledged Shares; and
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(iii) any court proceeding (or any other claim, action, suit or
proceeding) with respect to all or any of the Pledged Shares,
and exclusively at the expense of the Pledgor to take such measures and
undertake such actions with respect to the matters described in clauses (i) -
(iii) of this Section 5.01(d) as the Lender, in its sole discretion, may
reasonably demand of the Pledgor;
(e) pay or perform in a timely manner any obligation which by operation
of law has or might have preference to the obligations under this Contract;
(f) promptly pay all calls, installments and other payments due or which
may become due in respect of the Pledged Shares;
(g) forthwith sign, seal, deliver and complete all transfers, proxies,
mandates, assignments and documents and do all other such acts and things which
the Lender may, in respect of clauses (i) and (ii) below, to the extent
practicable and in its reasonable discretion, and in respect of (iii) and (iv)
below, in its absolute discretion, at any time and from time to time specify:
(i) to enable or assist the Lender in establishing or maintaining its
security over the Pledged Shares;
(ii) to exercise any rights or powers attaching to the Pledged Shares;
(iii) (in accordance with Section 6) to sell or otherwise dispose of the
Pledged Shares; or
(iv) otherwise to enforce any of the rights of the Lender under or in
connection with the Pledge;
(h) indemnify the Lender on demand from and against any and all claims
by third parties which the Lender may incur as holder of the Pledged Shares or
any interest in the Pledged Shares while the Pledged Shares are held as security
hereunder and resulting from any claim arising during such period (but not where
such claim results from any instruction from the Lender to the Pledgor);
(i) prior to the first Disbursement under (and as defined in) the Loan
Agreement, deliver a fully completed and duly executed Pledge Order to the
Lender's counsel and fulfill the other obligations of the Pledgor specified in
Section 9; and
(j) if any sum due from the Pledgor under this Agreement, any claim
filed or any order or judgment given or made in relation hereto or any proceeds
received by the Pledgor pursuant to Section 6 has to be converted from US
Dollars or any other currency (the "first currency") in which the same is
payable hereunder or under such order or judgement into Rubles or another
currency (the "second currency"), indemnify and hold harmless the Lender from
and against any loss suffered or incurred by the Lender (i) in connection with
any transfer of such sum, as a result of any charges or commissions attributable
to the conversion of such sum from the first currency into the second currency
and (ii) as a result of any discrepancy between (A) the rate of exchange used
for such purpose to convert the sum in question from the first currency into the
second currency and (B) the rate or rates of exchange at which
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the Lender may in the ordinary course of business purchase the first currency
with the second currency upon receipt of a sum paid to it in satisfaction, in
whole or in part of any such claim, order, judgment or proceeds.
5.02 Rights
------
Notwithstanding anything to the contrary in this Contract, prior to the
date of the occurrence of an Event of Default, the Pledgor shall be entitled to
exercise all voting and other rights and powers (by statute or otherwise)
attached to or conferred on the Pledged Shares and to receive and retain all
dividends and other distributions paid or distributed in respect of the Pledged
Shares.
6. Rights of Lender
Upon the occurrence of an Event of Default:
(a) any and all dividends and other distributions accruing on or
deriving from the Relevant Pledged Shares which are thereafter paid or
distributed (notwithstanding that they may have accrued in respect of an earlier
period) shall:
(i) if received by the Pledgor (or any nominee of the Pledgor) be held
on trust and forthwith paid and transferred to the Lender; and
(ii) when and if received by the Lender (or its nominee) shall form part
of the Pledged Shares and be held by the Lender on the terms of the Pledge as
additional security (and, if cash, be paid into a cash collateral deposit
account and may be applied by the Lender at any time and from time to time
thereafter in or towards the discharge of the Secured Obligations as the Lender
thinks fit);
(b) the Lender may from time to time exercise (and may from time to time
direct the exercise of) all voting and other rights and powers (by statute or
otherwise) attached to or conferred on the Relevant Pledged Shares in such
manner as the Lender (in its absolute discretion) thinks fit and the Pledgor
shall, and shall procure that any nominee of the Pledgor shall, comply with any
such directions of the Lender; and
(c) the Lender shall be entitled to sell in accordance with applicable
Russian law the Relevant Pledged Shares.
7. Proceeds
All cash proceeds received as result of the exercise by the Lender of its
rights hereunder and all other cash proceeds received by the Lender in
connection with this Contract (taking into account the need to satisfy other
demands which might by virtue of applicable law have priority over the
obligations under this Contract) shall be applied to make payments in the
following order:
(a) the amount of all expenses, costs, demands for payment, obligations,
and the like paid, incurred, or presented for payment to the Lender in
connection with the exercise of its rights hereunder;
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(b) all other obligations comprising Secured Obligations, in the order
determined by the Lender; and
(c) payments for the benefit of the Pledgor if the Lender is not
required to make any payments in favor of any other Person in accordance with
applicable law.
8. No Liability
The Lender shall not have any liability for any loss or damage or harm
resulting from the exercise, or the intention to exercise, or the failure to
exercise, or the impossibility of exercising, any of its rights under or in
connection with this Contract or applicable law.
9. Actions Required to be Taken in Respect of Pledge
(a) Prior to the first Disbursement under (and as defined in) the Loan
Agreement, the Pledgor shall:
(i) deliver to the Lender's counsel a fully completed and duly executed
Pledge Order;
(ii) execute and deliver to the Lender Appendix 1;
(iii) make a record in the Pledgor's book of pledges with respect to the
existence of this Contract (and deliver a certified copy thereof to the Lender);
and
(iv) comply with any applicable notice requirements set forth in the Law
on Pledge.
(b) On the earlier of (i) the date of any Event of Default and (ii) the
Maturity Date, following the delivery by the Lender to NRC of a Pledge Order,
the Pledgor shall take any other action contemplated by the Law on Pledge or any
other applicable law necessary to ensure the validity, legality and ranking of
the Pledge or any other Means of Securing Obligations received or which should
have been received in accordance with this Contract or to protect, or allow the
Lender to exercise, any of its rights under or in connection with this Contract
(including, without limitation, the execution and delivery by the Pledgor of a
replacement Pledge Order).
(c) The Pledgor shall provide the Lender with evidence in form and
substance satisfactory to the Lender of the performance of the obligations of
the Pledgor under this Section 9, including, without limitation, any excerpts
from the Pledgor's book of pledges issued pursuant to the Law on Pledge and/or
the Borrower's share register maintained by NRC. Any costs and expenses incurred
by the Pledgor associated with the actions contemplated in this Section 9,
including any charges imposed by NRC and any applicable state duties payable
under Article 15 of the Law on Pledge, shall be paid by the Pledgor.
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10. Additional Assurances
10.01 Changes in Law
--------------
In the event any Governmental or Regulatory Authority in the Russian
Federation issues any new law, decree, resolution, order, procedure or rule
relating to the validity, legality, or ranking or protection or enforcement of
the Means of Securing Obligations in assets of the same character as those
pledged hereunder, or issues any clarification of any existing law, decree,
resolution, order, procedure or rule relating to the same, the Pledgor shall (at
the Pledgor's expense) execute and deliver all such additional assignments,
certificates, instruments, notifications, or other documents and give additional
assurances and take all such other actions as may be provided for in such new
law, decree, resolution, order, procedure or rule or any clarification of the
same, to the extent such acts or things are necessary or desirable to ensure the
validity, legality and the ranking of the Pledge or any other Means of Securing
Obligations received or which should have been received in accordance with this
Contract or to protect, or allow the Lender to exercise, any of its rights under
or in connection with this Contract. All such actions shall be taken by the
Pledgor (at the Pledgor's expense) within sixty (60) days of the Pledgor
becoming aware of the issuance of such laws, decrees, resolutions, orders,
procedures or rules or clarifications of the same (whether by the receipt of
notice from the Lender or otherwise).
10.02 Other Circumstances
-------------------
The Pledgor agrees at any time, upon first demand of the Lender and at
the expense of the Pledgor, to sign any document or to undertake any action
(including, without limitations, any document or action which is legally
binding), in each case, being in addition to the Pledgor's obligations under
Section 9 and Section 10.01, which:
(a) the Lender may require for the purposes of ensuring the validity,
legality and ranking of the Pledge or any other Means of Securing Obligations
received or which should have been received in accordance with this Contract; or
(b) the Lender may require and which in the opinion of the Lender is
necessary to exercise any of the Lender's rights hereunder.
11. Obligations under Contract
The Pledge is in addition to any other rights of pledge, the right to
levy execution, the right to set-off counter-obligations and any right which the
Lender may acquire in the future (or shall have in addition to the Pledge with
respect to the Pledgor, the Borrower or any other Person in connection with the
Secured Obligations) and shall not be merged into or combined with any such
other right. The Lender shall have the right at any time to create, waive,
exercise, change, exchange, or refrain from the registration or other analogous
procedures or the creation or enforcement of any other Means of Securing
Obligations without limiting any of its
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rights hereunder. The Lender shall have no liability to the Pledgor for any
damage resulting from the failure of the Lender to take any such action.
12. Change of Name
This Contract shall remain in force, irrespective of whether the name,
composition, form or status of the Lender, the Borrower or the Pledgor changes,
whether there occurs a merger or association in any form of the Lender, the
Borrower or the Pledgor with another Person, or whether any changes occur in the
organization of the Pledgor, the Borrower or any of their respective owners.
13. Secured Obligations
The obligations of the Pledgor hereunder are absolute and unconditional,
irrespective of the value, genuineness, validity, regularity or enforceability
of the Secured Obligations, or any other agreement or instrument referred to
herein, or any substitution, release or exchange of any other guarantee of or
security for any of the Secured Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
which might otherwise constitute a legal or equitable discharge or defense of a
pledgor, surety or guarantor, it being the intent of this Section 13 that the
obligations of the Pledgor hereunder shall be absolute and unconditional under
any and all circumstances. Without limiting the generality of the foregoing, it
is agreed that the occurrence of any one or more of the following shall not
affect any of the Lender's rights or the obligations of the Pledgor hereunder:
(a) at any time or from time to time, without notice to the Pledgor, the
time for any performance of or compliance with any of the Secured Obligations
shall be extended, or such performance or compliance shall be waived;
(b) any of the acts mentioned in any of the provisions of the Loan
Agreement or any other agreement or instrument referred to herein or therein
shall be done or omitted;
(c) any of the Secured Obligations shall be modified, supplemented or
amended in any respect, or any right under the Loan Agreement or any other
agreement or instrument referred to herein or therein shall be waived or any
other guarantee of any of the Secured Obligations or any security therefor shall
be released or exchanged in whole or in part or otherwise dealt with; or
(d) any Means of Securing Obligations or security interest granted to, or
in favor of, the Lender as security for any of the Secured Obligations shall
fail to be perfected.
The Pledgor hereby expressly waives diligence, presentment, demand of
payment, protest and all notices whatsoever, and any requirement that the Lender
exhaust any right, power or remedy or proceed against the Borrower under the
Loan Agreement or any other agreement or instrument referred to herein or
therein, or against any other Person under any other guarantee of, or security
for, any of the Secured Obligations.
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14. Notices
Any notice, application or other communication to be given or made under
this Contract shall be in writing. Except as otherwise provided in this
Contract, such notice, application or other communication shall be deemed to
have been duly given or made when it is delivered by hand, airmail or facsimile
transmission to the party to which it is required or permitted to be given or
made at such party's address specified below or at such other address as such
party designates by notice to the party making such notice, application or other
communication. The addresses set forth below shall also be the legal addresses
of the parties for the purpose of this Contract.
For the Pledgor:
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"Bee Line" Non-Profit Fund
10, building 14, ▇▇▇▇▇▇ ▇-▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Federation
Facsimile No.: ▇▇▇▇▇ ▇▇▇-▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
with a copy to:
Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇, L.L.P.
Dukat Place II
7, Ulitsa Gasheka
123056, Moscow
Russian Federation
Facsimile No. ▇▇▇▇▇-▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
For the Borrower:
-----------------
OJSC "Vimpel-Communications"
10, building 14, ▇▇▇▇▇▇ ▇-▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Federation
Facsimile No.: ▇▇▇▇▇ ▇▇▇-▇▇▇▇
Attn: Chief Financial Officer
with a copy to:
Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇, L.L.P.
Dukat Place II
7, Ulitsa Gasheka
123056, Moscow
Russian Federation
Facsimile No. ▇▇▇▇▇-▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
12
For the Lender:
--------------
Telenor East Invest AS
Keysers ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇-▇▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
with a copy to:
Telenor Mobile Communications AS
▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇-▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
Facsimile no.: ▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇
Attn: Arve Egil Habjorg
15. Effectiveness; Termination
This Contract shall enter into force and become effective on and as of
the date of its execution and remain in effect until the earlier of:
(a) the date on which all of the Secured Obligations have been repaid in
full to the satisfaction of the Lender in its sole discretion; and
(b) if no Disbursements under (and as defined in) the Loan Agreement are
made, the date of the suspension or cancellation by the Lender of the right of
the Borrower to any Disbursement pursuant to Section 3.03 of the Loan Agreement
and the repayment in full of all accrued interest and fees and other amounts
owing under the Loan Agreement;
provided that this Contract shall not be enforceable other than in accordance
with Section 4 and Section 6.
16. Indebtedness; Nature of Rights
16.01 Evidence of Indebtedness
------------------------
In any petition to ▇▇▇, examination or claim relating to this Contract or
the Pledge, a statement concerning the Borrower's, VimpelCom Finance B.V.'s or
any of the Borrower's Affiliates', obligation to pay or perform any Secured
Obligation, including payment of all or any part of the Secured Obligations,
which is confirmed by an authorized signatory of the Lender shall, in the
absence of manifest error, constitute prima facie evidence of indebtedness in
the amount specified therein.
16.02 Supplementary Nature of Rights; Waiver of Rights
------------------------------------------------
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The rights and powers of the Lender hereunder shall supplement one another,
and may be exercised as often as the Lender wishes (irrespective of whether they
arise under this Contract or in accordance with applicable law). The Lender may
waive such rights; however, such waiver must be express (and not implied) and in
writing. Any failure to use or the impossibility of use of any rights, or any
delay in the use of any rights, shall not mean and may not be construed as a
waiver of any of such rights. Any improper or partial exercise of such rights
shall not terminate or preclude the possibility of the exercise of such rights
or any other rights in the future or in other instances and circumstances, and
no action or behaviour or agreement through negotiations with the participation
of the Lender or any Person acting in its name shall prevent the Lender from
exercising any of its rights hereunder and shall not suspend or change the
character, form or content of any of such rights.
17. Applicable Law
This Contract shall be governed by, and construed in accordance with, the
laws of the Russian Federation. If any term of this Contract is or becomes
inconsistent with any mandatory provision of Russian Law, then such term shall
not have effect to the extent of such inconsistency until any new enactment or
modification or reinterpretation of Russian law recognizes such term as valid
and enforceable, whereupon such term shall apply in full. Where a term has
become or been declared unenforceable, the validity and enforceability of all of
the other terms of this Contract shall remain in force at all times and be
unaffected.
18. Arbitration and Jurisdiction
(a) Any and all disputes and controversies arising under, relating to or
in connection with this Contract shall be settled by arbitration by a panel of
three (3) arbitrators under the United Nations Commission on International Trade
Law (UNCITRAL) Arbitration Rules in force on the date hereof (the "UNCITRAL
Rules") in accordance with the following terms and conditions:
(i) In the event of any conflict between the UNCITRAL Rules and the
provisions of this Contract, the provisions of this Contract shall prevail.
(ii) Either party to this Contract may refer a matter to arbitration by
written notice to the other party.
(iii) The place of the arbitration shall be Stockholm, Sweden.
(iv) The claimant party shall appoint one (1) arbitrator and the
respondent party shall appoint one (1) arbitrator, and the two (2) arbitrators
so appointed shall appoint the third arbitrator, in accordance with the UNCITRAL
Rules. In the event of an inability to agree on a third arbitrator, the
appointing authority shall be the Arbitration Institute of the Stockholm Chamber
of Commerce.
(v) The English language shall be used as the written and spoken
language for the arbitration and all matters connected to the arbitration.
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(vi) The decision of the arbitrators shall be made by majority vote and
shall be in writing.
(vii) The decision of the arbitrators shall be final and binding on the
parties to this Contract, save in the event of fraud, manifest mistake or
failure by any of the arbitrators to disclose any conflict of interest.
(viii) The decision of the arbitrators may be enforced by any court of
competent jurisdiction and may be executed against the person and assets of the
losing party in any jurisdiction.
(b) If any dispute is submitted to arbitration pursuant to this Section
18, the panel of arbitrators may, if it deems such award appropriate, award a
party costs and expenses incurred by such party in enforcing its rights. Except
as so awarded, each party shall bear its own costs and expenses of enforcing its
rights to arbitrate under this Section 18.
(c) Notwithstanding Sections 18(a) and (b) to the contrary, this
Contract, and any rights of the Lender arising out of this Contract, may, at the
option of the Lender, be enforced by the Lender in the courts of the Russian
Federation located in Moscow or in any other courts having jurisdiction.
(d) The Pledgor hereby represents and acknowledges that it is acting
solely in its commercial capacity in executing and delivering this Contract and
in performing its obligations hereunder, and the Pledgor hereby irrevocably
waives with respect to all disputes, claims, controversies and all other matters
of any nature whatsoever that may arise under or in connection with this
Contract and any other document or instrument contemplated hereby or thereby,
all immunity it may otherwise have as a sovereign, quasi-sovereign or state-
owned entity (or similar entity) from any and all proceedings (whether legal,
equitable, arbitral, administrative or otherwise), pre- or post-award attachment
of assets, and enforceability of judicial or arbitral awards.
19. Counterparts
This Contract has been concluded by the Pledgor and the Lender on the date
first written above in the English language in three (3) counterparts. The
parties agree that the English language version of this Contract is the legally
effective version of this Contract. Any translation of this Contract into
Russian or otherwise shall be for reference purposes only and shall not have any
legal effect.
15
"BEE LINE" NON-PROFIT FUND TELENOR EAST INVEST AS
By /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. Ashitkov By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------- --------------------
▇▇▇▇▇▇▇▇▇▇ ▇. Ashitkov ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Executive Director Attorney-in-Fact
By /s/ ▇▇▇▇▇▇▇▇ Mikhailovich Bychenkov
-----------------------------------
▇▇▇▇▇▇▇▇ Mikhailovich Bychenkov
Chief Accountant
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Appendix 1
PLEDGED SHARES
Description
845,466 ordinary voting shares in Open Joint Stock Company "Vimpel-
Communications", registered on September 6, 1996 (registration No. 73-1-6945)
Value
US$ 31,071,063.39
The value of the Pledged Shares stated above is the value, the amount of which
has been agreed by the Lender and the Borrower at the moment of signature of the
present Contract. The value of the Pledged Shares at the moment of the exercise
of the rights of the Lender shall be equal to the price of such Pledged Shares
received by the Lender after the sale or realization by other means of the
Pledged Shares.
"BEE LINE" NON-PROFIT FUND TELENOR EAST INVEST AS
By _____________________ By _____________________
▇▇▇▇▇▇▇▇▇▇ ▇. Ashitkov ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Executive Director Attorney-in-Fact
By _____________________
▇▇▇▇▇▇▇▇ Mikhailovich Bychenkov
Chief Accountant
Appendix 2
PLEDGE ORDER
-------------------------- --------------------------
Registrar's service notes Registrar's service notes
--------------------------- --------------------------
We hereby request you to make the following entry in the Register:
--------------------------------------------------------------------------------
------ -------
x creation of pledge x termination of pledge
------ -------
Type of pledge: pledge with pledgor keeping the assets
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Full name of issuer: Open Joint Stock Company "Vimpel-Communications"
Class, category (type) of securities: ordinary registered uncertificated shares
State registration number of the issue: 73-1-6945
Number of securities: eight hundred forty five thousand four hundred sixty six
shares (to be filled in writing)
THE ENTRY MADE IN THE REGISTER IS BASED ON THE FOLLOWING DOCUMENT: name and
details of the document: Contract of Pledge of Shares dated June 23, 2000
between the "Bee Line" Non-Profit Fund and Telenor East Invest AS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PLEDGOR
Personal Account Number
Name (full name): "Bee Line" Non-Profit Fund (a non-commercial organization)
Certifying document: State Registration Certificate
Number of document: 245.662 Series: n/a Date of Issue (registration): July 22,
1997
Body which issued (or registered) the document: Moscow Registration Chamber
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PLEDGEHOLDER
Name (full name): Telenor East Invest AS
Certifying document: Certificate of Registration
No. of document: ▇▇▇-▇▇▇-▇▇▇ Series: n/a Date of Issue (registration): 1996-08-
05
Body which issued (or registered) the document: The Register of Business
Enterprises
--------------------------------------------------------------------------------
Certificates are held by: [_] the pledgor [_] the pledgeholder
The right to benefit is vested in: [X] the pledgor [_] the pledgeholder
The right to use is vested in: [X] the pledgor [_] the pledgeholder
Conditions of use: In accordance with Contract of Pledge of Shares dated June
23, 2000 between the "Bee Line" Non-Profit Fund (a non-commercial organization)
and Telenor East Invest AS
--------------------------------------------------------------------------------
AUTHORISED REPRESENTATIVE
Full name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Certifying document: Power of Attorney
Document No.: n/a Series: n/a Date of Issue (registration): June 13, 2000
Body which issued (or registered ) the document: Telenor East Invest AS
--------------------------------------------------------------------------------
Signature of pledgor or its authorised Signature of pledgeholder or its
representative authorised representative
[seal] [seal]
Note: The "Personal Account Number" must be filled in if the PLEDGOR has
several accounts held in the Register.
